Effect of Expiration or Termination; Survival Sample Clauses

Effect of Expiration or Termination; Survival. (a) Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, including all accrued payment obligations arising under Article 4 hereof. In addition to any other provisions of this Agreement which by their terms continue after the expiration of this Agreement, the provisions of Articles 3.3(h). 6, 7, 9 and 10 shall survive the expiration or termination of this Agreement and shall continue in effect after the date of expiration or termination for the longer of (i) five (5) years or (ii) the respective periods specified therein. Any expiration or early termination of this Agreement shall be without prejudice to the rights of any Party against the other accrued or accruing under this Agreement prior to termination. Except as expressly set forth herein, the rights to terminate as set forth herein shall he in addition to all other rights and remedies available under this Agreement, at law, or in equity, or otherwise. (b) Payments of amounts owing to Hanmi under this Agreement as of its expiration or termination shall be due and payable either (i) to the extent such amounts can be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date of such expiration or termination, or (ii) to the extent such amounts cannot be calculated and a fixed sum determined at the time of expiration or termination of this Agreement, thirty (30) days after the date at which such amounts can be calculated and a fixed sum is mutually determined. (c) Subject to the payment of all amounts required hereunder, Kinex and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Licensed Product subject to this Agreement on hand or in process of manufacture as of the expiration or termination of this Agreement. Within thirty (30) days after the effective date of termination or expiration of this Agreement, Kinex shall notify Hanmi of the amount of each Licensed Product Kinex and its Affiliates then have on hand or in the process of manufacture and shall have the right to sell in the Territory (except with respect to any country in the Territory in which any Licensed Product has been withdrawn or there is no Regulatory Approval), its remaining stock of Licensed Product until all of it is sold; provided, however, the terms and conditions of this Agreement shall apply to such Licensed Product so sold. Hanmi hereby g...

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Effect of Expiration or Termination; Survival. Expiration or termination of the Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including without limitation the obligation to pay royalties for Product(s) or Collaboration Compound(s) sold prior to such expiration or termination. The provisions of Article 4 shall survive the expiration or termination of the Agreement and shall continue in effect for ten (10) years. In addition, the provisions of Articles 7, 8 and 9, and Section 5.5, and definitions related thereto, shall survive any expiration or termination of this Agreement.

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Effect of Expiration or Termination; Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. The provisions of Article 9, Article 11, Article 12, Article 13 and Sections 4.3.3, 4.4, 4.5.4, 12.5, 12.6, 12.7, as well as Sections 8.2, 8.3, 8.4.4 and 8.6 (but only to the extent that Celgene’s exclusive license survives pursuant to Section 11.2.2(b)) shall survive any expiration or termination of this Agreement. Except as set forth in this Article 11, upon termination or expiration of this Agreement all other rights and obligations cease. Any expiration or early termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement before termination.

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Effect of Expiration or Termination; Survival. Expiration or termination of the Collaboration Agreement or this Master Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of the Collaboration Agreement or this Master Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under the Collaboration Agreement or this Master Agreement, as applicable, prior to expiration or termination, including the obligation to pay royalties for the Collaboration Product sold prior to such expiration or termination or other payments under the Collaboration Agreement. The provisions of Sections 1 (Definitions), 7 (Confidentiality and Publication), 9 (Royalty Reports; Payments; Audit), 10 (Indemnification; Limitation of Liability; Insurance), 12 (Term and Termination) and 13 (Miscellaneous) shall survive any expiration or termination of the Collaboration Agreement and, in addition, the provisions of 2.1.3.3 (ROFN for CNS) and 3.1.2.4 (Improperly Designated Programs) shall survive any termination of the Collaboration Agreement by Genzyme pursuant to Section 12.2.3 (Termination of this Master Agreement for Cause). Except as otherwise set forth in this Section 12, upon termination or expiration of the Collaboration Agreement or this Master Agreement all rights and obligations of the Parties under the Collaboration Agreement or this Master Agreement, as applicable, shall cease. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. MASTER AGREEMENT

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Effect of Expiration or Termination; Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. The provisions of Article 6 (to the extent provided in Section 10.2.2(b)), Article 9, Article 10, Article 11, Article 12 and Sections 4.3.3, 4.4, 4.5.3, 8.4.4, 11.5, 11.6, 11.7, as well as Sections 2.2, 2.3.5, 2.4.7, 2.9.1, 8.1, 8.2, 8.3, and 8.6 (but, with respect to such sections of Article 2 and Article 8, only to the extent that Celgene’s exclusive license survives pursuant to Section 10.2.2(b)) shall survive any expiration or termination of this Agreement. Except as set forth in this Article 10, upon termination or expiration of this Agreement all other rights and obligations cease. Any expiration or early termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement before termination.

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Effect of Expiration or Termination; Survival. Expiration or termination of the Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including, without limitation, the obligation to pay royalties for Therapeutic Collaboration Products sold prior to such expiration or termination. The provisions of Section 4.1 shall survive the expiration or termination of the Agreement and with respect to the obligations of the Parties shall continue in effect for seven (7) years. In addition, the provisions of Articles 1, 7 and 8, and Sections 2.7, 2.10, 2.15, 5.4, 5.5, 9.3 through 9.18 shall survive any expiration or termination of this Agreement. Except as set forth in this Article 8, upon termination or expiration of this Agreement all other rights and obligations cease.

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Effect of Expiration or Termination; Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination. Any expiration or termination of this Agreement shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement prior to expiration or termination, including the obligation to pay royalties for the Licensed Product sold prior to such expiration or termination. The provisions of Articles 10 (other than Section 10.6) and 13, Sections 6.1.4(b), 6.3, 6.5, 6.6, 6.7, 8.1, 8.2.2, 9.4, 11.1, 11.2, 11.3.3, 11.3.4 (with respect to the rights granted to each Party under Section 11.3.3), 11.3.5 (with respect to Joint Collaboration IP), 12.3 (if applicable) and 12.4, Section 7.4.7 (with respect to any royalty report for the last Calendar Quarter), Sections 7.5 through 7.11 (with respect to amounts owed prior to expiration or termination of this Agreement or amounts due thereafter pursuant to Section 12.4), and the last sentences of Sections 6.1.1, 6.1.2 or 12.1 (with respect to the licenses which have converted as set forth therein on or before the expiration or termination of this Agreement) shall survive any expiration or termination of this Agreement. Except as set forth in this Article 12, upon termination or expiration of this Agreement all other rights and obligations of the Parties under this Agreement cease.

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Effect of Expiration or Termination; Survival. (a) Upon expiration or termination of this Agreement, each Party will within [**] days return, or have returned by its Related Parties, to the other Party all tangible Confidential Information of the other Party, except that each Party may retain (i) one copy which may be retained in a secure location solely for evidentiary purposes in the event of a dispute and (ii) any of the other Party’s Confidential Information to the extent necessary to exercise any rights of such Party which survive termination. (b) Except as set forth in Section 14.5 above or this Section 14.6, upon expiration or termination of this Agreement, each Party’s rights, obligations and licenses under this Agreement shall terminate, either in its entirety or with respect to particular Major Territory(ies), as the case may be; provided, however, that expiration or termination of this Agreement shall not relieve the Parties of any obligation, including payment obligations, accruing prior to such expiration or termination. (c) The provisions of Sections 3.7 (solely as set forth in Section 14.5), 4.3(f), 9.1-9.3 (solely as set forth in Section 14.5), 9.4-9.7, 10.1-10.2, 10.7-10.8 (solely to the extent that a Party’s rights to the Licensed Product(s) survive termination hereunder), 12.4, 14.1 (last sentence only), 14.5, 14.6, Articles XI, XIII and XV (except Section 15.15), and (if applicable) Section 14.4(d)(i) and Paragraph 4 of Exhibit G shall survive any expiration or termination of this Agreement in accordance with their terms.

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